MEDRIO, INC. MASTER SERVICES AGREEMENT

3.REGISTRATION; LOG-IN INFORMATION. Customer shall be given log-in user names and initial passwords (the "Log-In Information"), which shall include a click-through to end user terms relating to the Services, (set forth at https://login.medrio.com, as such may be updated from time). Customer shall be responsible for maintaining the confidentiality and security of its Log-In Information, and shall be fully responsible for all activities which occur as the result of access using the Log-In Information. Customer shall immediately notify Medrio at securityPmedrio.com of any actual or suspected unauthorized use of its Log-Information or similar breach of security.

4.FEES. Unless otherwise stated in the Order Form, Medrio shall invoice Customer electronically (or at Customer's request, in hard copy) at the beginning of the calendar month during which the Services shall be performed. All invoices shall be paid within thirty (30) days of the date of invoice. In the event of an error in any invoice, no adjustment shall be made unless Customer has contacted Medrio in writing (which may be via e-mail to ***@*** with confirmed receipt) within sixty (60) days of the date of the disputed invoice. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, if lower, plus all expenses of collection. Customer shall be responsible for all duties, withholdings and taxes associated with the Services other than taxes based on Medrio's net income.

19.GENERAL. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary to allow this Agreement to remain in full force and effect and enforceable. This Agreement, with any Order Form that is attached, or that is executed by the parties and effective on or after the Effective Date, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. This Agreement shall be governed by the laws of the State of California without regard to any conflict of laws principle that would refer the governance, interpretation or construction of this Agreement to the laws of another jurisdiction. Each party irrevocably submits to the personal jurisdiction of the courts located in San Francisco County, California, and agrees that such courts shall have exclusive jurisdiction with respect to this Agreement, and that venue shall be proper in any such court. Upon termination or expiration of this Agreement, the following clauses shall survive: Sections 4 (as to unpaid amounts), 5, 6, 7(c) (last sentence), 8 through 13, inclusive, and this Section 19. Upon termination, Medrio may, but is not obligated to, delete archived Service Data (to the extent permitted under Applicable Laws). In the event of any dispute under this Agreement, the parties shall work in good faith, for a period of no less than thirty (30) days from the date of written notice of such dispute, to resolve the matter informally, prior to the commencement of any formal proceeding. All notices under this Agreement shall be in writing and shall be deemed to have been duly given: upon receipt, if delivered personally or by a recognized overnight delivery service; when receipt is electronically confirmed, if transmitted by e-mail; and upon receipt, if sent by certified or registered mail, return receipt requested. All notices to Medrio shall be sent to 595 Market Street, Suite 1300, San Francisco, CA 94105, Attn: Legal Dept.; e-mail notices shall be sent to ***@***. All notices to Customer shall be sent to the address set forth below.